CUSTODY AGREEMENT by and between GABELLI NATURAL RESOURCES, GOLD & INCOME TRUST and THE BANK OF NEW YORK MELLON
Exhibit 99(j)
by and between
GABELLI NATURAL RESOURCES, GOLD & INCOME TRUST
and
THE BANK OF NEW YORK MELLON
TABLE OF CONTENTS
| PAGE | ||||
SECTION 1 — CUSTODY ACCOUNTS; INSTRUCTIONS |
1 | |||
1.1 Definitions |
1 | |||
1.2 Establishment of Account |
3 | |||
1.3 Representations and Warranties |
3 | |||
1.4 Distributions |
4 | |||
1.5 Authorized Instructions |
4 | |||
1.6 Authentication |
5 | |||
1.7 On-Line Systems |
5 | |||
SECTION 2 — CUSTODY SERVICES |
5 | |||
2.1 Holding Securities |
5 | |||
2.2 Depositories |
6 | |||
2.3 Agents |
7 | |||
2.4 Custodian Actions without Direction |
7 | |||
2.5 Custodian Actions with Direction |
7 | |||
2.6 Foreign Exchange Transactions |
8 | |||
SECTION 3 — CORPORATE ACTIONS |
8 | |||
3.1 Custodian Notification |
8 | |||
3.2 Direction |
8 | |||
3.3 Voting Rights |
8 | |||
3.4 Partial Redemptions, Payments, Etc. |
8 | |||
SECTION 4 — SETTLEMENT OF TRADES |
9 | |||
4.1 Payments |
9 | |||
4.2 Contractual Settlement and Income |
9 | |||
4.3 Trade Settlement |
9 | |||
SECTION 5 — DEPOSITS AND ADVANCES |
9 | |||
5.1 Deposits |
9 | |||
5.2 Sweep and Float |
9 | |||
5.3 Overdrafts and Indebtedness |
10 | |||
5.4 Securing Repayment |
10 | |||
5.5 Setoff |
10 | |||
5.6 Bank Borrowings |
10 | |||
SECTION 6 — SALE AND REDEMPTION OF SHARES |
11 | |||
6.1 Sale of Shares |
11 | |||
6.2 Redemption of Shares |
11 | |||
6.3 Check Redemptions |
11 | |||
SECTION 7 — PAYMENT OF DIVIDENDS AND DISTRIBUTIONS |
11 | |||
7.1 Determination to Pay |
11 | |||
7.2 Payment |
12 | |||
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| PAGE | ||||
SECTION 8 — TAXES, REPORTS AND RECORDS |
12 | |||
8.1 Tax Obligations |
12 | |||
8.2 Pricing and Other Data |
12 | |||
8.3 Statements and Reports |
13 | |||
8.4 Review of Reports |
13 | |||
8.5 Books and Records |
13 | |||
8.6 Required Disclosure |
13 | |||
8.7 Tools |
14 | |||
SECTION 9 — PROVISIONS REGARDING CUSTODIAN |
14 | |||
9.1 Standard of Care |
14 | |||
9.2 Limitation of Duties and Liability |
14 | |||
9.3 Losses |
15 | |||
9.4 Gains |
15 | |||
9.5 Force Majeure |
15 | |||
9.6 Fees |
15 | |||
9.7 Indemnification |
15 | |||
SECTION 10 — AMENDMENT; TERMINATION; ASSIGNMENT |
16 | |||
10.1 Amendment |
16 | |||
10.2 Termination |
16 | |||
10.3 Successors and Assigns |
16 | |||
SECTION 11 — ADDITIONAL PROVISIONS |
16 | |||
11.1 Non-Custody Assets |
16 | |||
11.2 Appropriate Action |
17 | |||
11.3 Governing Law |
17 | |||
11.4 Representations |
17 | |||
11.5 USA PATRIOT Act |
17 | |||
11.6 Non-Fiduciary Status |
17 | |||
11.7 Notices |
17 | |||
11.8 Entire Agreement |
17 | |||
11.9 Necessary Parties |
18 | |||
11.10 Execution in Counterparts |
18 | |||
ii
CUSTODY AGREEMENT, dated as of December 22, 2010 (“Agreement”) between GABELLI NATURAL
RESOURCES, GOLD & INCOME TRUST, a trust organized under the laws of Delaware (the “Fund”) and THE
BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the
“Custodian”).
SECTION 1 — CUSTODY ACCOUNTS; INSTRUCTIONS
1.1 Definitions. Whenever used in this Agreement, the following words shall have the
meanings set forth below:
“Account” or “Accounts” shall have the meaning set forth in Section 1.2.
“Authorized Instructions” shall have the meaning set forth in Section 1.4.
“Authorized Person” shall mean any Person authorized by the Fund to give Oral
Instructions or Instructions with respect to one or more Accounts or with respect to foreign
exchange, derivative investments or information and transactional web based services provided by
the Custodian or a BNY Mellon Affiliate. Authorized Persons shall include Persons authorized by an
Authorized Person. Authorized Persons, their signatures and the extent of their authority shall be
provided by a Certificate. The Custodian may conclusively rely on the authority of such Authorized
Persons until it receives Written Instructions to the contrary.
“BNY Mellon Affiliate” shall mean any direct or indirect subsidiary of The Bank of New
York Mellon Corporation.
“Book-Entry System” shall mean the U.S. Federal Reserve/Treasury book-entry system for
receiving and delivering securities, its successors and nominees.
“Business Day” shall mean any day on which the Custodian and relevant Depositories are
open for business.
“Certificate” shall mean any notice, instruction, or other instrument in writing,
authorized or required by this Agreement to be given to the Custodian, which is actually received
by the Custodian by letter or facsimile transmission and signed on behalf of the Fund by two (2)
Authorized Persons or persons reasonably believed by the Custodian to be Authorized Persons.
“Data Providers” shall mean pricing vendors, analytics providers, brokers, dealers,
investment managers, Authorized Persons, Subcustodians, Depositories and any other Person providing
Market Data to the Custodian.
“Data Terms Website” shall mean
▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or any successor website
the address of which is provided by the Custodian to the Fund.
“Depository” shall include (a) the Book-Entry System, (b) the Depository Trust
Company, (c) any other clearing agency or securities depository registered with the Securities and
Exchange Commission identified to the Fund from time to time, and (d) the respective successors and
nominees of the foregoing.
“Foreign Depository” shall mean (a) Euroclear, (b) Clearstream Banking, societe
anonyme, (c) each Eligible Securities Depository as defined in Rule 17f 7 under the Investment
Company Act of 1940, as amended, identified to the Fund from time to time, and (d) the respective
successors and nominees of the foregoing.
“Instructions” shall mean Written Instructions, S.W.I.F.T., on-line communications or
other method or system, each as specified by the Custodian as available for use in connection with
the services hereunder.
“Losses” shall mean, collectively, losses, costs, expenses, damages, liabilities and
claims.
“Market Data” shall mean pricing or other data related to Securities and other assets.
Market data includes but is not limited to security identifiers, valuations, bond ratings,
classification data, and other data received from investment managers and others.
“Non-Custody Assets” shall have the meaning set forth in Section 9.1.
“Oral Instructions” shall mean instructions expressed in spoken words received by the
Custodian. Where the Custodian provides recorded lines for this purpose, such instructions must be
given using such lines.
“Person” or “Persons” shall mean any entity or individual.
“Securities” shall include, without limitation, any common stock and other equity
securities, depository receipts, limited partnership and limited liability company interests,
bonds, debentures and other debt securities, notes or other obligations, and any instruments
representing rights to receive, purchase, or subscribe for the same, or representing any other
rights or interests therein (whether represented by a certificate or held in a Depository, a
Foreign Depository or with a Subcustodian or on the books of the issuer) that are acceptable to the
Custodian.
“Series” shall mean the various portfolios, if any, of the Fund listed on Schedule II
hereto, and if none are listed references to Series shall be references to the Fund.
“Subcustodian” shall mean a bank or other financial institution (other than a Foreign
Depository) located outside the U.S. which is utilized by the Custodian or by a Custodian
Affiliate, in connection with the purchase, sale or custody of Securities or cash hereunder and is
identified to the Fund from time to time, and their respective successors and assigns.
“Tax Obligations” shall mean taxes, withholding, certification and reporting
requirements, claims for exemptions or refund, interest, penalties, additions to tax and other
related expenses.
2
“Written Instructions” shall mean written communications, including a Certificate,
received by the Custodian by overnight delivery, postal services or facsimile transmission.
1.2 Establishment of Account. (a) The Fund hereby appoints the Custodian as the
custodian of all Securities and cash at any time delivered to the Custodian to be held under this
Agreement. The Custodian hereby accepts such appointment and agrees to establish and maintain one
or more accounts for each Series in which the Custodian will hold Securities and cash as provided
herein. Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name
of the Fund.
(b) The Custodian may from time to time establish on its books and records such sub-accounts
within each Account as the Fund and the Custodian may agree upon (each a “Special Account”), and
the Custodian shall reflect therein such assets as the Fund may specify in Instructions.
(c) The Custodian may from time to time establish pursuant to a written agreement with and for
the benefit of a broker, dealer, future commission merchant or other third party identified in
Instructions such accounts on such terms and conditions as the Fund and the Custodian shall agree,
and the Custodian shall transfer to such account such Securities and money as the Fund may specify
in Instructions.
1.3 Representations and Warranties. The Fund hereby represents and warrants, which
representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each
giving of Oral Instructions or Instructions by the Fund, that:
(a) It is duly organized and existing under the laws of the jurisdiction of its organization,
with full power to carry on its business as now conducted, to enter into this Agreement, and to
perform its obligations hereunder;
(b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a
resolution of its board, constitutes a valid and legally binding obligation of the Fund,
enforceable in accordance with its terms, and there is no statute, regulation, rule, order or
judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture,
credit agreement or other contract binding on it or affecting its property, which would prohibit
its execution or performance of this Agreement;
(c) It is conducting its business in substantial compliance with all applicable laws and
requirements, both state and federal, and has obtained all regulatory licenses, approvals and
consents necessary to carry on its business as now conducted;
(d) It will not use the services provided by the Custodian hereunder in any manner that is, or
will result in, a violation of any law, rule or regulation applicable to the Fund;
(e) Its board or its foreign custody manager, as defined in Rule 17f-5 under the Investment
Company Act of 1940, as amended (the “‘40 Act”), has
determined that use of each Subcustodian (including any Replacement the Custodian) which the Custodian is authorized to
3
utilize in accordance with Section 1(a) of Article III hereof satisfies the applicable requirements
of the ‘40 Act and Rule 17f 5 thereunder;
(f) The Fund or its investment adviser has determined that the custody arrangements of each
Foreign Depository provide reasonable safeguards against the custody risks associated with
maintaining assets with such Foreign Depository within the meaning of Rule 17f 7 under the ‘40 Act;
(g) It is fully informed of the protections and risks associated with various methods of
transmitting Instructions and Oral Instructions to the Custodian, shall, and shall cause each
Authorized Person, to safeguard and treat with extreme care any user and authorization codes,
passwords and/or authentication keys, understands that there may be more secure methods of
transmitting or delivering the same than the methods selected by it, agrees that the security
procedures (if any) to be followed in connection therewith provide a commercially reasonable degree
of protection in light of its particular needs and circumstances, and acknowledges and agrees that
Instructions need not be reviewed by the Custodian, may conclusively be presumed by the Custodian
without inquiry to have been given by person(s) duly authorized, and may be acted upon as given;
(h) It shall manage its borrowings, including, without limitation, any advance or overdraft
(including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings
for each Series does not exceed the amount such Series is permitted to borrow under the ‘40 Act;
(i) Its transmission or giving of, and the Custodian acting upon and in reliance on
Instructions or Oral pursuant to this Agreement shall at all times comply with the ‘40 Act;
(j) It shall impose and maintain restrictions on the destinations to which cash may be
disbursed by Instructions to ensure that each disbursement is for a proper purpose; and
(k) It has the right to make the pledge and grant the security interest and security
entitlement to the Custodian contained in Section 5.3 hereof, free of any right of redemption or
prior claim of any other person or entity, such pledge and such grants shall have a first priority
subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith,
and it shall take such additional steps as the Custodian may require to assure such priority.
1.4 Distributions. The Custodian shall make distributions or transfers out of an
Account pursuant to Instructions. In making payments to service providers pursuant to
Instructions, the Fund acknowledges that the Custodian is acting as a paying agent, and not as the
payor, for tax information reporting and withholding purposes.
1.5 Authorized Instructions. The Custodian shall be entitled to rely upon any Oral
Instructions or Instructions actually received by the Custodian and reasonably believed by the
Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other
provision included in this Agreement, Written Instructions relating to the disbursement of moneys
of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be
in the
4
form of a Certificate. The Fund agrees that an Authorized Person shall forward to the
Custodian Instructions confirming Oral Instructions by the close of business of the same day that
such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions
confirming Oral Instructions are not received or that contrary Instructions are received by the
Custodian shall in no way affect the validity or enforceability of transactions authorized by such
Oral Instructions and effected by the Custodian.
1.6 Authentication. If the Custodian receives Instructions that appear on their face
to have been transmitted by an Authorized Person via (i) facsimile or other electronic method that
is not secure, or (ii) secure electronic transmission containing applicable authorization codes,
passwords or authentication keys, the Fund understands and agrees that the Custodian cannot
determine the identity of the actual sender of such Instructions and that the Custodian shall be
entitled to conclusively presume that such Instructions have been sent by an Authorized Person.
The Fund shall be responsible for ensuring that only Authorized Persons transmit such Instructions
to the Custodian and that all Authorized Persons treat applicable user and authorization codes,
passwords and authentication keys with extreme care.
1.7 On-Line Systems. If an Authorized Person elects to transmit Instructions through an
on-line communication system offered by the Custodian, the use thereof shall be subject to any
terms and conditions contained in a separate written agreement. If the Fund or an Authorized
Person elects, with the Custodian’s prior consent, to transmit Instructions through an on-line
communications service owned or operated by a third party, the Fund agrees that the Custodian shall
not be responsible or liable for the reliability or availability of any such service.
SECTION 2 — CUSTODY SERVICES
2.1 Holding Securities. (a) Subject to the terms hereof, the Fund hereby authorizes
the Custodian to hold any Securities in registered form in the name of the Custodian or one of its
nominees. Securities held for the Fund hereunder shall be segregated on the Custodian’s books and
records from the Custodian’s own property. The Custodian shall be entitled to utilize, subject to
subsection (c) of this Section 2.1, Subcustodians, Depositories, and subject to subsection (d) of
this Section 2.1, Foreign Depositories in connection with its performance hereunder. Securities
and cash held through Subcustodians shall be held subject to the terms and conditions of the
Custodian’s or a BNY Mellon Affiliate’s agreements with such Subcustodians. Securities and cash
deposited by the Custodian in a Depository or Foreign Depository will be held subject to the rules,
terms and conditions of such entity. Subcustodians may be authorized to hold Securities in
Depositories or Foreign Depositories in which such Subcustodians participate. Unless otherwise
required by local law or practice or a particular subcustodian agreement, Securities deposited with
Subcustodians, Depositories or Foreign Depositories will be held in a commingled account in the
name of the Custodian or a BNY Mellon Affiliate for the Funds. The Custodian shall identify on its
books and records the Securities and cash belonging to the Fund, whether held directly or
indirectly through Subcustodians, Depositories or Foreign Depositories. The Custodian shall,
directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to
the extent feasible, to hold Securities in the country or other jurisdiction in which the principal
trading market for such Securities is located, where such Securities are to be presented for
cancellation and/or payment
5
and/or registration, or where such Securities are acquired. The Custodian at any time may
cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian
(the “Replacement Subcustodian”). In the event the Custodian selects a Replacement Subcustodian,
the Custodian shall not utilize such Replacement Subcustodian until after the Fund’s board or
foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies
the requirements of the ‘40 Act and Rule 17f-5 thereunder. Notwithstanding any other provisions
hereof, with respect to any Losses incurred by the Client as a result of the acts or the failure to
act by any Subcustodian (other than a BNY Mellon Affiliate), the Custodian shall take appropriate
action to recover such Losses from such Subcustodian, and the Custodian’s sole responsibility and
liability to the Client shall be limited to amounts so received from such Subcustodian (exclusive
of costs and expenses incurred by the Custodian). The Custodian’s responsibility for Losses with
respect to Securities or cash held by a Subcustodian is limited to the failure on the part of the
Custodian to exercise reasonable care in selecting and retaining such Subcustodian in light of
prevailing rules, practices and procedures in the relevant market.
(b) Unless the Custodian has received Instructions to the contrary, the Custodian shall hold
Securities indirectly through a Subcustodian only if (i) the Securities are not subject to any
right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its
creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except
for a claim of payment for the safe custody or administration of Securities on behalf of the Fund
by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable
without the payment of money or value other than for safe custody or administration.
(c) With respect to each Depository, the Custodian (i) shall exercise due care in accordance
with reasonable commercial standards in discharging its duties as a securities intermediary to
obtain and thereafter maintain Securities or financial assets deposited or held in such Depository,
and (ii) will provide, promptly upon request by the Fund, such reports as are available concerning
the internal accounting controls and financial strength of the Custodian.
(d) With respect to each Foreign Depository, the Custodian shall exercise reasonable care,
prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated
with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a
continuing basis and promptly notify the Fund of any material change in such risks. The Fund
acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and
limited by, information gathered from Subcustodians or through publicly available information
otherwise obtained by the Custodian, and shall not include any evaluation of Country Risks. As
used herein the term “Country Risks” shall mean with respect to any Foreign Depository: (a) the
financial infrastructure of the country in which it is organized, (b) such country’s prevailing
custody and settlement practices, (c) nationalization, expropriation or other governmental actions,
(d) such country’s regulation of the banking or securities industry, (e) currency controls,
restrictions, devaluations or fluctuations, and (f) market conditions which affect the order
execution of securities transactions or affect the value of securities.
2.2 Depositories. The Custodian shall have no liability whatsoever for the action or
inaction of any Depository or Foreign Depository or for any Losses resulting from the maintenance
6
of Securities or cash with a Depository or a Foreign Depository, except in each case to the
extent such action or inaction is a direct result of the Custodian’s failure to fulfill its
obligations hereunder.
2.3 Agents. The Custodian may appoint agents, including BNY Mellon Affiliates, on
such terms and conditions as it deems appropriate to perform its services hereunder. Except as
otherwise specifically provided herein, no such appointment shall discharge the Custodian from its
obligations hereunder.
2.4 Custodian Actions without Direction. With respect to Securities held hereunder,
the Custodian shall:
a. Receive all eligible income and other payments due to the Account;
b. Carry out any exchanges of Securities or other corporate actions not requiring
discretionary decisions;
c. Facilitate access by the Fund or its designee to ballots or online systems to assist in the
voting of proxies received for eligible positions of Securities held in the Account (excluding
bankruptcy matters);
d. Forward to the Fund or its designee information (or summaries of information) that the
Custodian receives from Depositories or Subcustodians concerning Securities in the Account
(excluding bankruptcy matters);
e. Forward to the Fund or its designee an initial notice of bankruptcy cases relating to
Securities held in the Account and a notice of any required action related to such bankruptcy cases
as may be received by the Custodian. No further action or notification related to the bankruptcy
case shall be required;
f. Endorse for collection checks, drafts or other negotiable instruments; and
g. Execute and deliver, solely in its custodial capacity, certificates, documents or
instruments incidental to the Custodian’s performance under this Agreement.
2.5 Custodian Actions with Direction. The Custodian shall take the following actions
in the administration of the Account only pursuant to Authorized Instructions:
a. Settle purchases and sales of Securities and process other transactions, including, free
receipts and deliveries to a broker, dealer, future commission merchant or other third party
specified in Instructions;
b. Take actions necessary to settle transactions in connection with futures or options
contracts, short-selling programs, foreign exchange or foreign exchange contracts, swaps and other
derivative investments; and
7
c. Deliver Securities in the Account if an Authorized Person advises the Custodian that the
Fund has entered into a separate securities lending agreement, provided that the Fund executes such
agreements as the Custodian may require in connection with such arrangements.
2.6 Foreign Exchange Transactions. (a) For the purpose of settling Securities and
foreign exchange transactions, the Fund shall provide the Custodian with sufficient immediately
available funds for all transactions by such time and date as conditions in the relevant market
dictate. As used herein, “sufficient immediately available funds” shall mean either (i) sufficient
cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient
applicable foreign currency, to settle the transaction. The Custodian shall provide the Fund with
immediately available funds each day which result from the actual settlement of all sale
transactions, based upon advices received by the Custodian from Subcustodians, Depositories, and
Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as the Fund may
specify to the Custodian.
(b) Any foreign exchange transaction effected by the Custodian in connection with this
Agreement may be entered with the Custodian or a BNY Mellon Affiliate acting as a principal or
otherwise through customary channels. The Fund may issue standing Instructions with respect to
foreign exchange transactions, but the Custodian may establish rules or limitations concerning any
foreign exchange facility made available to the Fund.
SECTION 3 — CORPORATE ACTIONS
3.1 Custodian Notification. The Custodian shall notify the Fund or its designee of
rights or discretionary corporate actions as promptly as practicable under the circumstances,
provided that the Custodian has actually received notice of such right or discretionary corporate
action from the relevant Subcustodian or Depository. Absent actual receipt of such notice, the
Custodian shall have no liability for failing to so notify the Fund.
3.2 Direction. Whenever there are voluntary rights that may be exercised or alternate
courses of action that may be taken by reason of the Fund’s ownership of Securities, the Fund or
its designee shall be responsible for making any decisions relating thereto and for directing the
Custodian to act. In order for the Custodian to act, it must receive Instructions using the
Custodian generated form or clearly marked as instructions for the decision at the Custodian’s
offices addressed as the Custodian may from time to time request, by such time as the Custodian
shall advise the Fund or its designee. Absent the Custodian’s receipt of such Instructions by such
deadline, the Custodian shall not be liable for failure to take any action relating to or to
exercise any rights conferred by such Securities.
3.3 Voting Rights. All voting rights with respect to Securities, however registered,
shall be exercised by the Fund or its designee. The Custodian will make available to the Fund
proxy voting services upon the request of, and for the jurisdictions selected by, the Fund in
accordance with terms and conditions to be mutually agreed upon by the Custodian and the Fund.
3.4 Partial Redemptions, Payments, Etc. The Custodian shall promptly advise the Fund or
its designee upon its notification of a partial redemption, partial payment or other action
8
with respect to a Security affecting fewer than all such Securities held within the Account.
If the Custodian, any Subcustodian, Depository or Foreign Depository holds any Securities affected
by one of the events described, the Custodian, the Subcustodian, Depository or Foreign Depository
may select the Securities to participate in such partial redemption, partial payment or other
action in any non-discriminatory manner that it customarily uses to make such selection.
SECTION 4 — SETTLEMENT OF TRADES
4.1 Payments. Promptly after each purchase or sale of Securities by the Fund, an
Authorized Person shall deliver to the Custodian Instructions specifying all information necessary
for the Custodian to settle such purchase or sale. For the purpose of settling purchases of
Securities, the Fund shall provide the Custodian with sufficient immediately available funds for
all such transactions by such time and date as conditions in the relevant market dictate.
4.2 Contractual Settlement and Income. The Custodian may, as a matter of bookkeeping
convenience, credit the Account with the proceeds from the sale, redemption or other disposition of
Securities or interest, dividends or other distributions payable on Securities prior to its actual
receipt of final payment therefor. All such credits shall be conditional until the Custodian’s
actual receipt of final payment and may be reversed by the Custodian to the extent that final
payment is not received. Payment with respect to a transaction will not be “final” until the
Custodian shall have received immediately available funds that under applicable local law, rule or
practice are irreversible and not subject to any security interest, levy or other encumbrance, and
that are specifically applicable to such transaction.
4.3 Trade Settlement. Transactions will be settled using practices customary in the
jurisdiction or market where the transaction occurs. The Fund understands that when the Custodian
is instructed to deliver Securities against payment, delivery of such Securities and receipt of
payment therefor may not be completed simultaneously. The Fund assumes full responsibility for all
risks involved in connection with the Custodian’s delivery of Securities pursuant to Authorized
Instructions in accordance with local market practice.
SECTION 5 — DEPOSITS AND ADVANCES
5.1 Deposits. The Custodian may hold cash in Accounts or may arrange to have such
cash held by a BNY Mellon Affiliate, Subcustodian, or with a Depository or Foreign Depository.
Where cash is on deposit with the Custodian, a Subcustodian, or a BNY Mellon Affiliate, it will be
subject to the terms of this Agreement and such deposit terms and conditions as may be issued by
the Custodian or a BNY Mellon Affiliate or a Subcustodian, to the extent applicable, from time to
time, including rates of interest and deposit account access.
5.2 Sweep and Float. Cash may be swept as directed by the Fund or its investment
manager to investment vehicles offered by the Custodian or to other investment vehicles. Cash may
be uninvested when it is received or reconciled to an Account after the deadline to be swept into a
target vehicle, or when held for short periods of time related to transaction settlements. The
Fund acknowledges that, as part of the Custodian’s compensation, the Custodian will earn interest
on cash
9
balances held by the Custodian, including disbursement balances and balances arising from
purchase and sale transactions, as disclosed in the Custodian’s float policy.
5.3 Overdrafts and Indebtedness. The Custodian may, in its sole discretion, advance
funds in any currency hereunder. If an overdraft occurs in an Account (including, without
limitation, overdrafts incurred in connection with the settlement of securities transactions, funds
transfers or foreign exchange transactions) or if the Fund is for any other reason indebted to the
Custodian, the Fund agrees to repay the Custodian on demand or upon becoming aware of the amount of
the advance, overdraft or indebtedness, plus accrued interest at a rate then charged by the
Custodian to its institutional custody Clients in the relevant currency.
5.4 Securing Repayment. In order to secure repayment of the Fund’s obligations to the
Custodian, the Fund hereby pledges and grants to the Custodian and agrees the Custodian shall have
to the maximum extent permitted by law, a continuing first lien and security interest in, and right
of setoff against: (a) all of the Fund’s right, title and interest in and to all Accounts in the
Fund’s name and the Securities, money and other property now or hereafter held in such Accounts
(including proceeds thereof) and (b) any other property at any time held by the Custodian for the
Fund. The Fund represents that it owns the Securities in the Account free and clear of all liens,
claims, security interests, and the first lien and security interest granted herein shall be
subject to no setoffs, counterclaims, or other liens prior to or on a parity with it in favor of
any other party (other than specific liens granted preferred status by statute). The Fund shall
take any additional steps required to assure the Custodian of such priority security interest,
including notifying third parties or obtaining their consent. The Custodian shall be entitled to
collect from the Accounts sufficient cash for reimbursement, and if such cash is insufficient, to
sell the Securities in the Accounts to the extent necessary to obtain reimbursement. In this
regard, the Custodian shall be entitled to all the rights and remedies of a pledgee and secured
creditor under applicable laws, rules or regulations as then in effect.
5.5 Setoff. The Custodian has the right to debit any cash in the Accounts for any
amount payable by the Fund in connection with any and all obligations of the Fund to the Custodian
whether or not relating to or arising under this Agreement. In addition to the rights of the
Custodian under applicable law and other agreements, at any time when the Fund shall not have
honored any and all of its obligations to the Custodian, the Custodian shall have the right without
notice to the Fund to retain or set-off against such obligations of the Fund any cash the Custodian
or a BNY Mellon Affiliate may directly or indirectly hold for the Fund, and any obligations
(whether or not matured) that the Custodian or a BNY Mellon Affiliate may have to the Fund in any
currency. Any such asset of, or obligation to, the Fund may be transferred to the Custodian and
any BNY Mellon Affiliate in order to effect the above rights.
5.6 Bank Borrowings. If the Fund borrows money from any bank (including the Custodian
if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency
purposes using Securities held by the Custodian hereunder as collateral for such borrowings, the
Fund shall deliver to the Custodian Instructions specifying with respect to each such borrowing:
(a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the
borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the
10
total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as
collateral for such loan, including the name of the issuer, the title and the number of shares or
the principal amount of any particular Securities, and (g) a statement specifying whether such loan
is for investment purposes or for temporary or emergency purposes and that such loan is in
conformance with the ‘40 Act and the Fund’s prospectus. The Custodian shall deliver on the
borrowing date specified in Instructions the specified collateral against payment by the lending
bank of the total amount of the loan payable, provided that the same conforms to the total amount
payable as set forth in the Instructions. The Custodian may, at the option of the lending bank,
keep such collateral in its possession, but such collateral shall be subject to all rights therein
given the lending bank by virtue of any promissory note or loan agreement. The Custodian shall
deliver such Securities as additional collateral as may be specified in Instructions to
collateralize further any transaction described in this Section. The Fund shall cause all
Securities released from collateral status to be returned directly to the Custodian, and the
Custodian shall receive from time to time such return of collateral as may be tendered to it. In
the event that the Fund fails to specify in Instructions the Series, the name of the issuer, the
title and number of shares or the principal amount of any particular Securities to be delivered as
collateral by the Custodian, the Custodian shall not be under any obligation to deliver any
Securities.
SECTION 6 — SALE AND REDEMPTION OF SHARES
6.1 Sale of Shares. Whenever the Fund shall sell any shares issued by the Fund
(“Shares”) it shall deliver to the Custodian Instructions specifying the amount of money and/or
Securities to be received by the Custodian for the sale of such Shares and specifically allocated
to an Account for such Series. Upon receipt of such money, the Custodian shall credit such money
to an Account in the name of the Series for which such money was received.
6.2 Redemption of Shares. Except as provided hereinafter, whenever the Fund desires
the Custodian to make payment out of the money held by the Custodian hereunder in connection with a
redemption of any Shares, it shall furnish to the Custodian Instructions specifying the total
amount to be paid for such Shares. The Custodian shall make payment of such total amount to the
transfer agent specified in such Instructions out of the money held in an Account of the
appropriate Series.
6.3 Check Redemptions. Notwithstanding the above provisions regarding the redemption
of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which
may from time to time be offered by the Fund, the Custodian, unless otherwise instructed by
Instructions, shall, upon presentment of such check, charge the amount thereof against the money
held in the Account of the Series of the Shares being redeemed, provided, that if the Fund or its
agent timely advises the Custodian that such check is not to be honored, the Custodian shall return
such check unpaid.
SECTION 7 — PAYMENT OF DIVIDENDS AND DISTRIBUTIONS
7.1 Determination to Pay. Whenever the Fund shall determine to pay a dividend or
distribution on Shares it shall furnish to the Custodian Instructions setting forth with respect to
the
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Series specified therein the date of the declaration of such dividend or distribution, the
total amount payable, and the payment date.
7.2 Payment. Upon the payment date specified in such Instructions, the Custodian
shall pay out of the money held for the account of such Series the total amount payable to the
dividend agent of the Fund specified therein.
SECTION 8 — TAXES, REPORTS AND RECORDS
8.1 Tax Obligations. The Fund shall be liable for all taxes, assessments, duties and
other governmental charges, including interest and penalties, with respect to any cash and
Securities held on behalf of the Fund and any transaction related thereto. To the extent that the
Custodian has received relevant and necessary information with respect to the Account, the
Custodian shall perform the following services with respect to Tax Obligations:
a. The Custodian shall, upon receipt of sufficient information, file claims for exemptions or
refunds with respect to withheld foreign (non-United States) taxes in instances in which such
claims are appropriate;
b. The Custodian shall withhold appropriate amounts, as required by United States tax laws,
with respect to amounts received on behalf of nonresident aliens upon receipt of Instructions; and
c. The Custodian shall provide to the Fund such information received by the Custodian that
could, in the Custodian’s reasonable belief, assist the Fund or its designee in the submission of
any reports or returns with respect to Tax Obligations. An Authorized Person shall inform the
Custodian in writing as to which party or parties shall receive information from the Custodian.
8.2 Pricing and Other Data. In providing Market Data related to the Account in
connection with this Agreement, the Custodian is authorized to use Data Providers. The Custodian
may follow Authorized Instructions in providing pricing or other Market Data, even if such
instructions direct the Custodian to override its usual procedures and Market Data sources. The
Custodian shall be entitled to rely without inquiry on all Market Data (and all Authorized
Instructions related to Market Data) provided to it, and the Custodian shall not be liable for any
Losses incurred as a result of errors or omissions with respect to any Market Data utilized by the
Custodian or the Fund hereunder. The Fund acknowledges that certain pricing or valuation
information may be based on calculated amounts rather than actual market transactions and may not
reflect actual market values, and that the variance between such calculated amounts and actual
market values may be material. The Custodian shall not be required to inquire into the pricing of
any Securities or other assets even though the Custodian may receive different prices for the same
Securities or assets. Market Data may be the intellectual property of the Data Providers, which
may impose additional terms and conditions upon the Fund’s use of the Market Data. The additional
terms and conditions can be found on the Data Terms Website. The Fund agrees to those terms as
they are posted in the Data Terms Website from time to time. Certain
Data Providers may not permit the Fund’s directed price to be used. Performance measurement and analytic services
may
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use different data sources than those used by the Custodian to provide Market Data for the
Account, with the result that different prices and other Market Data may apply.
8.3 Statements and Reports. The Custodian shall make available to the Fund a monthly
report of all transfers to or from the Accounts and a statement of all holdings in the Accounts as
of the last Business Day of each month. The Fund may elect to receive certain information
electronically through the Internet to an email address specified by it for such purpose. By
electing to use the Internet for this purpose, the Fund acknowledges that such transmissions are
not encrypted and therefore are not secure. The Fund further acknowledges that there are other
risks inherent in communicating through the Internet such as the possibility of virus contamination
and disruptions in service, and agrees that the Custodian shall not be responsible for any loss,
damage or expense suffered or incurred by the Fund or any person claiming by or through the Fund as
a result of the use of such methods.
8.4 Review of Reports. If, within ninety (90) days after the Custodian makes
available to the Fund a statement with respect to the Accounts, the Fund has not given the
Custodian written notice of any exception or objection thereto, the statement shall be deemed to
have been approved, and in such case, the Custodian shall not be liable for any claims concerning
such statements.
8.5 Books and Records. The books and records pertaining to the Fund which are in
possession of the Custodian shall be the property of the Fund. Such books and records shall be
prepared and maintained as required by the ‘40 Act and the rules thereunder. The Fund, or its
authorized representatives, shall have access to such books and records during the Custodian’s
normal business hours. Upon the reasonable request of the Fund, copies of any such books and
records shall be provided by the Custodian to the Fund or its authorized representative. Upon the
reasonable request of the Fund, the Custodian shall provide in hard copy or on computer disc any
records included in any such delivery which are maintained by the Custodian on a computer disc, or
are similarly maintained.
8.6 Required Disclosure. With respect to Securities issued in the United States, the
Shareholders Communications Act of 1985 (the “Act”) requires the Custodian to disclose to issuers,
upon their request, the name, address and securities position of the Custodian’s clients who are
“beneficial owners” (as defined in the Act) of the issuer’s Securities, unless the beneficial owner
objects to such disclosure. The Act defines a “beneficial owner” as any person who has or shares
the power to vote a security (pursuant to an agreement or otherwise) or who directs the voting of a
security. The Custodian shall contact the Fund’s investment advisor with respect to the relevant
Securities to make the decision whether it objects to the disclosure of its beneficial owner’s
name, address and securities position to any U.S. issuer that requests such information pursuant to
the Act.
With respect to Securities issued outside the United States, the Custodian shall disclose
information required by law, regulation, rules of a stock exchange or organizational documents of
an issuer. The Custodian is also authorized to supply any information regarding the Accounts that
is required by any law, regulation or rules now or hereafter in effect. The Fund agrees to supply
the Custodian with any required information if it is not otherwise reasonably available to the
Custodian.
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8.7 Tools. From time to time the Custodian may make available to the Fund or its
agent(s) certain computer programs, products, services, reports or information (including, without
limitation, information obtained by the Custodian from third parties and information reflecting the
Custodian’s input, evaluation and interpretation (collectively, “Tools”). Tools may allow the Fund
or its agent(s) to perform certain analytic, accounting, compliance, reconciliation and other
functions with respect to the Account. By way of example, Tools may assist the Fund or its
agent(s) in analyzing the performance of investment managers appointed by the Fund, determining on
a post-trade basis whether transactions for the Account comply with the Fund’s investment
guidelines, evaluating assets at risk, and performing account reconciliations. Tools may be used
only for the Fund’s internal purposes, and may not be resold, redistributed or otherwise made
available to third parties. Tools are the sole and exclusive property of the Custodian and its
suppliers. The Fund may not reverse engineer or decompile any computer programs provided by the
Custodian comprising, or provided as a part of, any Tools. Information supplied by third parties
may be incorrect or incomplete, and any information, reports, analytics or other services supplied
by the Custodian that rely on information from third parties may also be incorrect or incomplete.
All Tools are provided “AS IS”, whether or not they are modified to meet specific needs of the Fund
and regardless of whether the Custodian is compensated by the Fund for providing such Tools. THE
CUSTODIAN DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR
A PARTICULAR PURPOSE. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE CUSTODIAN
AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, COST, EXPENSE, DAMAGE, LIABILITY OR CLAIM
SUFFERED OR INCURRED BY THE FUND, ITS AGENT(S) OR ANY OTHER PERSON AS A RESULT OF USE OF, INABILITY
TO USE, OR RELIANCE UPON ANY TOOLS.
SECTION 9 — PROVISIONS REGARDING THE CUSTODIAN
9.1 Standard of Care. In performing its duties under this Agreement, the Custodian
shall exercise the standard of care and diligence that a professional custodian would observe in
these affairs.
9.2 Limitation of Duties and Liability. Notwithstanding anything contained elsewhere
in this Agreement, the Custodian’s liability hereunder is limited as follows:
a. The duties of the Custodian shall only be those specifically undertaken pursuant to this
Agreement and shall be subject to such other limits on liability as are set out herein;
b. The Custodian shall not be liable for any Losses incurred by or asserted against Custodian
except those Losses arising out of the Custodian’s negligence or willful misconduct, but only to
the extent such Losses constitute direct money damages;
c. The Custodian shall not be responsible for the title, validity or genuineness of any
Securities or evidence of title thereto received by it or delivered by it pursuant to this
Agreement
14
or for Securities held hereunder being freely transferable or deliverable without encumbrance
in any relevant market;
d. The Custodian shall not be responsible for the failure to receive payment of, or the late
payment of, income or other payments due to the Account;
e. The Custodian shall have no duty to take any action to collect any amount payable on
Securities in default or if payment is refused after due demand and presentment;
f. The Custodian may obtain the advice of counsel and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice;
g. The Custodian shall have no duty or responsibility to inquire into, make recommendations,
supervise, or determine the suitability of any transactions affecting any Account and shall have no
liability with respect to the Fund’s or an Authorized Person’s decision to invest in Securities or
to hold cash in any currency; and
h. The Custodian shall have no responsibility if the rules or procedures imposed by
Depositories or Foreign Depositories, exchange controls, asset freezes or other laws, rules,
regulations or orders at any time prohibit or impose burdens or costs on the transfer to, by or for
the account of the Fund of Securities or cash.
9.3 Losses. Under no circumstances shall the Custodian be liable to, or be required
to indemnify, the Fund or any third party for indirect, consequential or special damages arising in
connection with this Agreement.
9.4 Gains. Where an error or omission has occurred under this Agreement, the
Custodian may take such remedial action as it considers appropriate under the circumstances and,
provided that the Fund is put in the same or equivalent position as it would have been in if the
error or omission had not occurred, any favorable consequences of the Custodian’s remedial action
shall be solely for the account of the Custodian, without any duty to report to the Fund any loss
assumed or benefit received by it as a result of taking such action.
9.5 Force Majeure. Notwithstanding anything in this Agreement to the contrary, the
Custodian shall not be responsible or liable for any failure to perform under this Agreement or for
any Losses to the Account resulting from any event beyond the reasonable control of the Custodian.
9.6 Fees. The Fund shall pay to the Custodian the fees and charges as may be
specifically agreed upon from time to time and such other fees and charges at the Custodian’s
standard rates for such services as may be applicable. The Fund shall also reimburse the Custodian
for out-of-pocket expenses that are a normal incident of the services provided hereunder.
9.7 Indemnification. The Fund shall indemnify and hold harmless the Custodian from
and against all Losses, including reasonable counsel fees and expenses in third party suits and in
a successful defense of claims asserted by the Fund, relating to or arising out of the performance
of the Custodian’s obligations under this Agreement, except to the extent resulting from the
15
Custodian’s negligence or willful misconduct. This provision shall survive the termination of this
Agreement.
SECTION 10 — AMENDMENT; TERMINATION; ASSIGNMENT
10.1 Amendment. This Agreement may be amended only by written agreement between the
Fund and the Custodian.
10.2 Termination. Either party may terminate this Agreement by giving to the other
party a notice in writing specifying the date of such termination, which shall be not less than
ninety (90) days after the date of such notice. Upon termination hereof, the Fund shall pay to the
Custodian such compensation as may be due to the Custodian, and shall likewise reimburse the
Custodian for other amounts payable or reimbursable to the Custodian hereunder. The Custodian
shall follow such reasonable Instructions concerning the transfer of custody of records, Securities
and other items as the Fund shall give; provided that (a) the Custodian shall have no liability for
shipping and insurance costs associated therewith, and (b) full payment shall have been made to the
Custodian of its compensation, costs, expenses and other amounts to which it is entitled hereunder.
If any Securities or cash remain in any Account after termination, the Custodian may deliver to
the Fund such Securities and cash. Except as otherwise provided herein, all obligations of the
parties to each other hereunder shall cease upon termination of this Agreement.
10.3 Successors and Assigns. Neither the Fund nor the Custodian may assign this
Agreement without the prior written consent of the other, except that (i) the Custodian may assign
this Agreement to any BNY Mellon Affiliate. Any entity that shall by merger, consolidation,
purchase, or otherwise, succeed to substantially all the institutional custody business of the
Custodian shall, upon such succession and without any appointment or other action by the Fund, be
and become successor custodian hereunder. The Custodian agrees to provide notice of such successor
custodian to the Fund. This Agreement shall be binding upon, and inure to the benefit of, the Fund
and the Custodian and their respective successors and permitted assigns.
SECTION 11 — ADDITIONAL PROVISIONS
11.1 Non-Custody Assets. As an accommodation to the Fund, the Custodian may provide
consolidated recordkeeping services pursuant to which the Custodian reflects on statements
securities and other assets not held by, or under the control of, the Custodian. Non-Custody
Assets shall be designated on Custodian’s books as “shares not held” or by other similar
characterization. The Fund acknowledges and agrees that it shall have no security entitlement
against the Custodian with respect to Non-Custody Assets, that the Custodian shall rely, without
independent verification, on information provided by the Fund, its designee or the entity having
custody regarding Non-Custody Assets (including but not limited to positions and market
valuations), and that the Custodian shall have no responsibility whatsoever with respect to
Non-Custody Assets or the accuracy of any information maintained on the Custodian’s books or set
forth on account statements concerning Non-Custody Assets.
16
11.2 Appropriate Action. The Custodian is hereby authorized and empowered, in its
sole discretion, to take any action with respect to an Account that it deems necessary or
appropriate in carrying out the purposes of this Agreement.
11.3 Governing Law. This Agreement shall be construed in accordance with and governed
by the substantive laws of the state of New York without regard to its conflicts of law provisions.
The parties consent to the jurisdiction of a state or federal court situated in New York City, New
York in connection with any dispute hereunder. The Fund irrevocably waives any objection it may
now or hereafter have to venue in such court and any claim that a proceeding brought in such court
has been brought in an inconvenient forum. The parties hereby expressly waive, to the full extent
permitted by applicable law, any right to trial by jury with respect to any judicial proceeding
arising from or related to this Agreement. The parties agree that the establishment and
maintenance of the Accounts, and all interests, duties and obligations with respect thereto, shall
be governed by the laws of the state of New York.
11.4 Representations. Each party represents and warrants to the other that it has
full authority to enter into this Agreement upon the terms and conditions hereof and that the
individual executing this Agreement on its behalf has the requisite authority to bind such party to
this Agreement, and that the Agreement constitutes a binding obligation of such party enforceable
in accordance with its terms.
11.5 USA PATRIOT Act. The Fund hereby acknowledges that the Custodian is subject to
federal laws, including the Customer Identification Program (“CIP”) requirements under the USA
PATRIOT Act and its implementing regulations, pursuant to which the Custodian must obtain, verify
and record information that allows the Custodian to identify the Fund. Accordingly, prior to
opening an Account hereunder, the Custodian will ask the Fund to provide certain information
including, but not limited to, the Fund’s name, physical address, tax identification number and
other information that will help the Custodian to identify and verify the Fund’s identity, such as
organizational documents, certificate of good standing, license to do business, or other pertinent
identifying information. The Fund agrees that the Custodian cannot open an Account hereunder
unless and until the Custodian verifies the Fund’s identity in accordance with the Custodian’s CIP.
11.6 Non-Fiduciary Status. The Fund hereby acknowledges and agrees that the Custodian
is not a fiduciary by virtue of accepting and carrying out its obligations under this Agreement, is
not acting as a collateral agent and has not accepted any fiduciary duties, responsibilities or
liabilities with respect to its services hereunder.
11.7 Notices. Notices shall be in writing and shall be addressed to the Custodian or
the Fund at the address set forth on the signature page or such other address as either party may
designate in writing to the other. All notices shall be effective upon receipt.
11.8 Entire Agreement. This Agreement and any related fee agreement constitute the
entire agreement with respect to the matters dealt with herein, and supersede all previous
agreements, whether oral or written, and documents with respect to such matters.
17
11.9 Necessary Parties. All of the understandings, agreements, representations and
warranties contained herein are solely for the benefit of the Fund and the Custodian, and there are
no other parties who are intended to be benefited by this Agreement.
11.10 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and said counterparts when taken together
shall constitute but one and the same instrument and may be sufficiently evidenced by one set of
counterparts.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above.
| Authorized Signer of: | Authorized Officer of: | |||||||
| GABELLI NATURAL RESOURCES, | THE BANK OF NEW YORK MELLON | |||||||
| GOLD & INCOME TRUST | ||||||||
By: Name: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
|
By: Name: |
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
|
|||||
Title:
|
President | Title: | Vice President | |||||
Date:
|
December 22, 2010 | Date: | December 23, 2010 | |||||
| Address for Notice: | Address for Notice: | |||||||
| Gabelli Natural Resources, Gold & Income Trust | The Bank of New York Mellon | |||||||
| 1 Corporate Center | c/o BNY Mellon Asset Servicing | |||||||
| ▇▇▇, ▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||||||
| Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ | Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||
19
SCHEDULE II
Series
Gabelli Natural Resources, Gold & Income Trust
20